Exhibit 4.40.5  Date
18 March 2004   KTL MAYFAIR, INC. as
Owner  - and -  THE ROYAL BANK OF SCOTLAND
plc as
Mortgagee   FIRST PREFERRED MARSHALL
ISLANDS MORTGAGE  m.v.
MAYFAIR   WATSON, FARLEY & WILLIAMS London  
   INDEX  Clause1
  DEFINITIONS AND
  INTERPRETATION2
  MORTGAGE3
  PAYMENT COVENANTS4
  REPRESENTATIONS AND
  WARRANTIES5
  COVENANTS6
  PROTECTION OF SECURITY7
  ENFORCEABILITY AND
  MORTGAGEES POWERS8
  APPLICATION OF MONEYS9
  FURTHER ASSURANCES10
  POWER OF ATTORNEY11
  INCORPORATION
  OF LOAN AGREEMENT PROVISIONS12
  TOTAL AMOUNT, ETC.13
  SUPPLEMENTAL14
  LAW AND JURISDICTIONACKNOWLEDGEMENT OF MORTGAGE  
   THIS FIRST PREFERRED
MORTGAGE is made on 18 March 2004  BY  (1)KTL MAYFAIR, INC., a corporation incorporated in the Republic of Liberia whose
registered office is at 80 Broad Street, Monrovia, Liberia and duly registered
as a foreign maritime entity under the laws of the Republic of the Marshall
Islands (the Owner)  IN FAVOUR OF  (1)THE ROYAL BANK OF SCOTLAND plc, acting through its office at Shipping Business Centre, 5-10 Great
Tower Street, London EC3P 3HX (the Mortgagee, which expression includes its
successors and assigns).  BACKGROUND  (A)The Owner is the sole owner of the whole of the m.v. MAYFAIR
documented under the laws and flag of the Marshall Islands with Official Number
2028 of 156,802 gross registered tons and 107,829 net registered tons.  (B)By a loan agreement  (the Loan
Agreement) dated 2 March 2004 and made between (i)
Knightsbridge Tankers Limited (the Borrower), (ii) KTL Hampstead, Inc., KTL
Chelsea, Inc., KTL Camden, Inc., KTL Kensington, Inc. and the Owner (together,
the New
Owners and individually, a New Owner) and (iii) the Mortgagee it was
agreed that (a) the Mortgagee would make available to the Borrower a facility of
up to US$140,000,000 by way of up to five (5) separate advances and (b) the New
Owners jointly and severally would guarantee to the Mortgagee the obligations
of the Borrower under the Loan Agreement and the other Finance Documents and
the Master Agreement.  A copy of the
form of the Loan Agreement without attachments is annexed to this Mortgage
marked A.  (C)By certain agreements (each a Daylight Funding Agreement) and made
between, among others, each New Owner and the Mortgagee it was agreed that the
Mortgagee would advance to each New Owner by way of a single advance and by way
of overdraft a facility of approximately US$40,000000 per New Owner for the
purpose of financing the balance of that New Owners obligation to pay the
purchase price of the Ship to be acquired by it in excess of the amount
available for that purpose under the Loan Agreement.  By the guarantee contained in clause 10 of the Loan Agreement
each New Owner guarantees the liabilities of each other New Owner under, inter
alia, its Daylight Funding Agreement.  A
copy of the form of each Daylight Funding Agreement is annexed to this Mortgage
marked B.  (D)It is one of the conditions precedent to (i) the availability of the
facility under the Loan Agreement and (ii) the facility under the Owners
Daylight Funding Agreement that the Owner executes and delivers this Mortgage
in favour of the Mortgagee as security for the Secured Liabilities and the
performance and observance of and compliance with the covenants, terms and
conditions contained in the Finance Documents.  (E)Pursuant to the Loan Agreement, the Mortgagee has on the date of
this Mortgage advanced to the Borrower, and the Borrower is indebted to the
Mortgagee in, the principal amount of US$146,498,175 consisting of the aggregate
of Advance A, Advance B, Advance C and Advance D in the amount of
US$112,000,000 and an advance under the Daylight Funding Agreement in the
amount of US$34,498,175.  As at the date
of this Mortgage, the Borrower and the Lender estimate that the maximum
aggregate amount of the Master Agreement Liabilities shall not exceed US$
30,000,000  (F)The Owner has authorised the execution and delivery of this Mortgage
under and pursuant to Chapter 3 of the Republic of The Marshall Islands
Maritime Act 1990 as amended.  
   NOW THIS MORTGAGE
WITNESSETH AND IT IS HEREBY AGREED as
follows:  1DEFINITIONS AND INTERPRETATION  1.1Defined
expressions. 
Words and expressions defined in the Loan Agreement shall have the same
meanings when used in this Mortgage unless the context otherwise requires.  1.2Definitions.  In this Mortgage, unless
the contrary intention appears:  Loan
Agreement means the loan agreement dated 2 March 2004 referred to
in Recital (B);  Secured
Liabilities means all liabilities which the Borrower, the New
Owners, the other Security Parties or any of them have, at the date of this
Mortgage or at any later time or times, to the Mortgagee under or in connection
with any Finance Document or the Master Agreement or any judgment relating to
any Finance Document or the Master Agreement (including, without limitation the
liabilities of the New Owners as joint and several guarantors of the
liabilities of the Borrower and each other New Owner, as contained in clause 10
of the Loan Agreement); and for this purpose, there shall be disregarded any
total or partial discharge of these liabilities, or variation of their terms,
which is effected by, or in connection with, any bankruptcy, liquidation,
arrangement or other procedure under the insolvency laws of any country; and  Ship
means the vessel described in Recital (A) and includes any share or interest in
that vessel and its engines, machinery, boats, tackle, outfit, spare gear,
fuel, consumable or other stores, belongings and appurtenances whether on board
or ashore and whether now owned or later acquired.  1.3Application
of construction and interpretation provisions of Loan Agreement.  Clauses 1.2 and 1.5 of the
Loan Agreement apply, with any necessary modifications, to this Mortgage.  1.4Inconsistency
between Loan Agreement provisions and this Mortgage.  This Mortgage shall be read
together with the Loan Agreement, but in case of any conflict between the Loan
Agreement and this Mortgage, the provisions of the Loan Agreement shall prevail
to the extent permitted by Marshall Islands law.  2MORTGAGE  2.1Mortgage.  In consideration of the
premises and other good and valuable consideration, the Owner grants, conveys,
mortgages, pledges, confirms, assigns, transfers and sets over the whole of the
Ship to the Mortgagee as security for:  (a)the
due and punctual payment of the Secured Liabilities; and  (b)the
performance and observance of and compliance with the covenants, terms and
conditions contained in the Finance Documents to which the Owner is or is to be
a party.  2.2Extent
of property mortgaged.  This Mortgage shall not cover property other than the Ship as the
term Vessel
is used in Sub-division 2 of Section 308 of Chapter 3 of the Republic of The
Marshall Islands Maritime Act 1990 as amended.  2.3Void
provisions. 
Any provision of this Mortgage construed as waiving the preferred status
of this Mortgage shall, to such extent, be void and of no effect.  2.4Continuing
security. 
This Mortgage shall remain in force until the end of the Security Period
as a continuing security and, in particular:  2 
   (a)the
Security Interests created by Clause 2.1 shall not be satisfied by any
intermediate payment or satisfaction of the Secured Liabilities;  (b)the
Security Interests created by Clauses 2.1, and the rights of the Mortgagee
under this Mortgage, are only capable of being extinguished, limited or
otherwise adversely affected by an express and specific term in a document
signed by or on behalf of the Mortgagee;  (c)no
failure or delay by or on behalf of the Mortgagee to enforce or exercise a
Security Interest created by Clause 2.1 or a right of the Mortgagee under this
Mortgage, and no act, course of conduct, acquiescence or failure to act (or to
prevent the Owner from taking certain action) which is inconsistent with such a
Security Interest or such a right shall preclude or estop the Mortgagee (either
permanently or temporarily) from enforcing or exercising it; and  (d)this
Mortgage shall be additional to, and shall not in any way impair or be impaired
by:  (i)any
other Security Interest whether in relation to property of the Owner or that of
a third party; or  (ii)any
other right of recourse as against the Owner or any third party,  which
the Mortgagee now or subsequently has in respect of any of the Secured
Liabilities.  2.5No
obligations imposed on Mortgagee.  The Owner shall remain liable to perform all
obligations connected with the Ship and the Mortgagee shall not, in any
circumstances, have or incur any obligation of any kind in connection with the
Ship.  2.6Negative
pledge; disposal of assets.  The Owner shall not:  (a)sell
the Ship;  (b)create
any Security Interest not exclusively securing the Secured Liabilities over the
Ship (other than Permitted Security Interests); or  (c)otherwise
dispose of the Ship or any right relating to the Ship.  2.7Release
of security. 
At the end of the Security Period or at such earlier time as the Ship is
sold and the Owner has complied with the provisions of the Loan Agreement, the
Mortgagee shall, at the request and cost of the Owner, discharge this Mortgage.  3PAYMENT COVENANTS  3.1General.  The Owner shall comply with
the following provisions of this Clause 3 at all times during the Security
Period.  3.2Covenant
to pay amounts due under Loan Agreement.  The Owner shall pay to the Lender all
amounts from time to time due and payable to the Lender pursuant to clause 10
of the Loan Agreement.  3.3Covenant
to pay expenses etc.  The Owner shall pay all such expenses, claims, liabilities,
losses, costs, duties, fees, charges or other moneys as are stated in this
Mortgage to be payable by the Owner to or recoverable from the Owner by the
Mortgagee (or in respect of which the Owner agrees in this Mortgage to indemnify
the Mortgagee) at the times and in the manner specified in this Mortgage.  3.4Covenant
to pay default interest.  The Owner shall pay interest on any expenses, claims,
liabilities, losses, costs, duties, fees, charges or other moneys referred to
in Clause 3.3 from the date on which the relevant expense, claim,
liability, loss, cost, duty,  3 
   fee, charge or
other money is paid or incurred by the Mortgagee (as well after as before
judgment):  (a)at the
rate described in clause 6.2 of the Loan Agreement;  (b)compounded
in accordance with clause 6.6 of the Loan Agreement; and  (c)on
demand.  3.5Covenant
to pay other sums. 
The Owner shall pay each and every other sum of money which may be or
become owing to the Mortgagee under the Loan Agreement, this Mortgage and the
other Finance Documents to which the Owner is or is to be a party at the times
and in the manner specified in this Mortgage or in the other Finance Documents.  4REPRESENTATIONS AND WARRANTIES  4.1General.  The Owner represents and
warrants to the Mortgagee as follows.  4.2Repetition
of Loan Agreement representations and warranties.  The representations and warranties in clause
11 of the Loan Agreement remain true and not misleading as if repeated on the
date of this Mortgage with reference to the circumstances now existing.  5COVENANTS  5.1General.  The Owner shall comply with
the following provisions of this Clause 5 at all times during the Security
Period except as the Mortgagee may otherwise permit in writing.  5.2Insurance
and Ship covenants.  The Owner shall comply with the provisions of clauses 14
(insurance) and 15 (ship covenants) of the Loan Agreement, all of which are
expressly incorporated in this Mortgage with any necessary modifications.  5.3Perfection
of Mortgage. 
The Owner shall:  (a)comply
with and satisfy all the requirements and formalities established by the
Republic of The Marshall Islands Maritime Act 1990 as amended and any other
pertinent legislation of the Republic of The Marshall Islands to perfect this
Mortgage as a legal, valid and enforceable first preferred mortgage and
maritime lien upon the Ship; and  (b)promptly
provide the Mortgagee from time to time with evidence in such form as the
Mortgagee requires that the Owner is complying with Clause 5.3(a).  5.4Notice
of Mortgage.  The Owner shall:  (a)carry
on board the Ship with its papers a certified copy of this Mortgage and cause
that certified copy of this Mortgage to be exhibited to any person having business
with the Ship which might give rise to a lien or the Ship other than a lien for
crews wages and salvage and to any representative of the Mortgagee on demand;
and  (b)place
and maintain in a conspicuous place in the navigation room and the Masters cabin
of the Ship a framed printed notice in plain type in English of such size that
the paragraph of reading matter shall cover a space not less than 6 inches wide
and 9 inches high reading as follows:  4 
   NOTICE
OF MORTGAGE  This
Vessel is covered by a First Preferred Mortgage to THE ROYAL BANK OF SCOTLAND
plc under authority of Chapter 3 of the Republic of The Marshall Islands
Maritime Act 1990 as amended. Under the terms of the said Mortgage neither the
Owner nor any Charterer nor the Master of this Vessel nor any other person has
any right, power or authority to create, incur or permit to be imposed upon
this Vessel any lien whatsoever other than for crews wages and salvage.  6PROTECTION
OF SECURITY  6.1Mortgagees
right to protect or maintain security.  The Mortgagee may take any action which it
may think fit for the purpose of protecting or maintaining the security created
by this Mortgage or for any similar or related purpose.  6.2Mortgagees
right to insure, repair etc.  Without limiting the generality of Clause
6.1, if the Owner does not comply with Clause 5, the Mortgagee may:  (a)effect,
replace and renew any Insurances;  (b)arrange
for the carrying out of such surveys and/or repairs of the Ship as it deems
expedient or necessary; and  (c)discharge
any liabilities charged on the Ship, or otherwise relating to or affecting it,
and/or take any measures which the Mortgagee may think expedient or necessary
for the purpose of securing its release.  7ENFORCEABILITY AND MORTGAGEES POWERS  7.1Right
to enforce security.  On the occurrence of an Event of Default but without the
necessity for any court order in any jurisdiction to the effect that an Event
of Default has occurred or that the security constituted by this Mortgage has
become enforceable, and irrespective of whether a notice has been served under
clause 18.2 of the Loan Agreement:  (a)the
security constituted by this Mortgage shall immediately become enforceable;  (b)the
Mortgagee shall be entitled at any time or times to exercise the powers set out
in Clause 7.2 and in any other Finance Document;  (c)the
Mortgagee shall be entitled at any time or times to exercise the powers
possessed by it as mortgagee of the Ship conferred by the law of any country or
territory the courts of which have or claim any jurisdiction in respect of the
Owner or the Ship; and  (d)the
Mortgagee shall be entitled to exercise all the rights and remedies in
foreclosure and otherwise given to mortgagees by applicable law including the
provisions of Chapter 3 of the Republic of The Marshall Islands Maritime Act
1990 as amended.  7.2Right
to take possession, sell etc.  On the occurrence of an Event of Default,
the Mortgagee shall be entitled then or at any later time or times:  (a)to
take possession of the Ship whether actually or constructively and/or otherwise
to take control of the Ship wherever the Ship may be and cause the Owner or any
other person in possession of the Ship forthwith upon demand to surrender the Ship
to the Mortgagee without legal process and without the Mortgagee being liable
for any losses thereby caused or to account to the Owner in connection
therewith;  5 
   (b)to
sell the Ship or any share in the Ship with or without prior notice to the
Owner, and with or without the benefit of any charterparty or other contract
for its employment, by public auction or private contract at any time, at any
place and upon any terms (including, without limitation, on terms that all or
any part or parts of the purchase price be satisfied by shares, loan stock or
other securities and/or be left outstanding as a debt, whether secured or
unsecured and whether carrying interest or not) which the Mortgagee thinks fit,
with power for the Mortgagee to purchase the Ship at any such public auction
and to set off the purchase price against all or any part of the Secured
Liabilities;  (c)to
manage, insure, maintain and repair the Ship and to charter, employ, lay up or
in any other manner whatsoever deal with the Ship in any manner, upon any terms
and for any period which the Mortgagee may think fit, in all respects as if the
Mortgagee were the owner of the Ship and without the Mortgagee being
responsible for any loss thereby incurred;  (d)to
collect, recover and give good discharge for any moneys or claims arising in
relation to the Ship and to permit any brokers through whom collection or
recovery is effected to charge the usual brokerage therefor;  (e)to
take over or commence or defend (if necessary using the name of the Owner) any
claims or proceedings relating to, or affecting, the Ship which the Mortgagee
may think fit and to abandon, release or settle in any way any such claims or
proceedings; and  (f)generally,
to enter into any transaction or arrangement of any kind and to do anything in
relation to the Ship which the Mortgagee may think fit.  7.3No
liability of Mortgagee.  The Mortgagee shall not be obliged to check the nature or
sufficiency of any payment received by it under this Mortgage or to preserve,
exercise or enforce any right relating to the Ship.  8APPLICATION
OF MONEYS  8.1General.  All sums received by the
Mortgagee:  (a)in
respect of sale of the Ship or any share in the Ship;  (b)in
respect of net profits arising out of the employment of the Ship pursuant to
Clause 7.2(c); or  (c)in
respect of any other transaction or arrangement under Clauses 7.1 or 7.2,  shall
be held by the Mortgagee upon trust in the first place to pay or discharge any
expenses or liabilities (including any interest) which have been paid or
incurred by the Mortgagee in or in connection with the exercise of its powers
and to apply the balance in accordance with clause 21 of the Loan Agreement.  9FURTHER
ASSURANCES  9.1Owners
obligation to execute further documents etc.  The Owner shall:  (a)execute
and deliver to the Mortgagee (or as it may direct) any assignment, mortgage,
power of attorney, proxy or other document, governed by the law of England or
such other country as the Mortgagee may, in any particular case, specify; and  (b)effect
any registration or notarisation, give any notice or take any other step,  which
the Mortgagee may, by notice to the Owner, specify for any of the purposes
described in Clause 9.2 or for any similar or related purpose.  6 
   9.2Purposes
of further assurances.  The purposes referred to in Clause 9.1 are:  (a)validly
and effectively to create any Security Interest or right of any kind which the
Mortgagee intended should be created by or pursuant to this Mortgage or any
other Finance Document;  (b)to
protect the priority, or increase the effectiveness, in any jurisdiction of any
Security Interest which is created, or which the Mortgagee intended should be
created, by or pursuant to this Mortgage or any other Finance Document;  (c)to
enable or assist the Mortgagee to sell or otherwise deal with the Ship, to
transfer title to, or grant any interest or right relating to, the Ship or to
exercise any power which is referred to in Clauses 7.1 or 7.2 or which is
conferred by any Finance Document; or  (d)to
enable or assist the Mortgagee to enter into any transaction to commence,
defend or conduct any proceedings and/or to take any other action relating to
the Ship in any country or under the law of any country.  9.3Terms
of further assurances.  The Mortgagee may specify the terms of any document to be
executed by the Owner under Clause 9.1, and those terms may include any
covenants, undertakings, powers and provisions which the Mortgagee considers
appropriate to protect its interests.  9.4Obligation
to comply with notice.  The Owner shall comply with a notice under Clause 9.1 by the
date specified in the notice.  9.5Additional
corporate action. 
At the same time as the Owner delivers to the Mortgagee any document
executed under Clause 9.1(a), the Owner shall also deliver to the Mortgagee a
certificate signed by 2 of the Owners officers which shall:  (a)set
out the text of a resolution of the Owners directors specifically authorising
the execution of the document specified by the Mortgagee; and  (b)state
that either the resolution was duly passed at a meeting of the directors
validly convened and held throughout which a quorum of directors entitled to
vote on the resolution was present or that the resolution has been signed by
all the directors and is valid under the Owners articles of incorporation or
other constitutional documents.  10POWER OF
ATTORNEY  10.1Appointment.  For the purpose of securing
the Mortgagees interest in the Ship and the due and punctual performance the
Owners obligations to the Mortgagee under this Mortgage and every other
Finance Document to which the Owner is or is to be a party, the Owner
irrevocably and by way of security appoints the Mortgagee its attorney, on
behalf of the Owner and in its name or otherwise, to execute or sign any
document and do any act or thing which the Owner is obliged to do under any
Finance Document.  10.2Ratification
of actions of attorney.  For the avoidance of doubt and without limiting the generality of
Clause 10.1, the Owner confirms that Clause 10.1 authorises the Mortgagee to
execute on its behalf a document ratifying any transaction or action which the
Mortgagee has purported to enter into or to take and which the Mortgagee
considers was or might have been outside its powers or otherwise invalid.  10.3Delegation.  The Mortgagee may
sub-delegate to any person or persons all or any of the powers (including the
discretions) conferred on the Mortgagee by Clauses 10.1 and/or 10.2, and may do
so on terms authorising successive sub-delegations.  7 
   11INCORPORATION OF LOAN AGREEMENT PROVISIONS  11.1Incorporation
of specific provisions.  The following provisions of the Loan Agreement apply to this
Mortgage as if they were expressly incorporated in this Mortgage with any
necessary modifications:  clause
24, no set-off or tax deduction;  clause
29, variations and waivers;  clause
30, notices; and  clause
31, supplemental.  11.2Incorporation
of general provisions.  Clause 11.1 is without prejudice to the application to this
Mortgage of any provision of the Loan Agreement which, by its terms, applies or
relates to the Finance Documents generally or this Mortgage specifically.  12TOTAL
AMOUNT, ETC.  12.1Total
amount.  For
the purpose of recording this Mortgage as required by Chapter 3 of the Republic
of The Marshall Islands Maritime Act 1990 as amended, the total amount of the
direct and contingent obligations secured by this Mortgage is Two hundred and
ten million Dollars $210,000,000 together with interest, fees, commissions and
performance of mortgage covenants.  The
date of maturity of this Mortgage is on demand and there is no separate
discharge amount.  13SUPPLEMENTAL  13.1No
restriction on other rights.  Nothing in this Mortgage shall be taken to
exclude or restrict any power, right or remedy which the Mortgagee may at any
time have under:  (a)any
other Finance Document; or  (b)the
law of any country or territory the courts of which have or claim any
jurisdiction in respect of the Owner or the Ship.  13.2Exercise
of other rights. 
The Mortgagee may exercise any right under this Mortgage before it has
exercised any right referred to in Clause 13.1(a) or (b).  13.3Settlement
or discharge conditional.  Any settlement or discharge under this Mortgage between the
Mortgagee and the Owner shall be conditional upon no security or payment to the
Mortgagee by the Owner or any other person being set aside, adjusted or ordered
to be repaid, whether under any insolvency law or otherwise.  14LAW AND
JURISDICTION  14.1Marshall
Islands law. 
This Mortgage shall be governed by, and construed in accordance with,
Marshall Islands law.  14.2Choice of
forum.  The
Mortgagee reserves the rights:  (a)to
commence proceedings in relation to any matter which arises out of or in
connection with this Mortgage in the courts of any country which have or claim
jurisdiction to that matter; and  8 
   (b)to
commence such proceedings in the courts of any such country or countries
concurrently with or in addition to proceedings in the Marshall Islands or
without commencing proceedings in the Marshall Islands.  14.3Action
against Ship. 
The rights referred to in Clause 14.2 include the right of the Mortgagee
to arrest and take action against the Ship at whatever place the Ship shall be
found lying and for the purpose of any action which the Mortgagee may bring
before the courts of that jurisdiction or other judicial authority and for the
purpose of any action which the Mortgagee may bring against the Ship, any writ,
notice, judgment or other legal process or documents may (without prejudice to
any other method of service under applicable law) be served upon the Master of
the Ship (or upon anyone acting as the Master) and such service shall be deemed
good service on the Owner for all purposes.  14.4Mortgagees
rights unaffected. 
Nothing in this Clause 14 shall exclude or limit any right which the
Mortgagee may have (whether under the law of any country, an international
convention or otherwise) with regard to the bringing of proceedings, the
service of process, the recognition or enforcement of a judgment or any similar
or related matter in any jurisdiction.  14.5Meaning
of proceedings. 
In this Clause 14, proceedings means proceedings of any kind,
including an application for a provisional or protective measure.  IN WITNESSwhereof
the Owner has caused this Mortgage to be executed by its duly authorised
Attorney-in-Fact the day and year first before written.  KTL MAYFAIR, INC.By
  /s/
  Michael Thorne  9 
   ACKNOWLEDGEMENT OF MORTGAGE  STATE
  OF NEW YORK
  ))  S.S.COUNTY
  OF NEW YORK)
  )  On this
18th day of March 2004 before me personally appeared Michael Thorne to me known
who being by me duly sworn did depose and say that he resides at One University
Place, New York, New York 10003 that he is an attorney-in-fact for KTL MAYFAIR,
INC. the corporation described in and which executed the foregoing
instrument; and that he signed his name thereto by order of the Board of
Directors of said Corporation.  /s/
  Sonia D. OdomNotary
  Public  10